加拿大丰业银行美股招股说明书(2026-01-20版)

￭If not called on either of the first two Observation Dates, a maturity of approximately three years ￭If not called, 1-to-1 downside exposure to decreases in the Index, with up to 100.00% of your principal amount at risk ￭All payments are subject to the credit risk of The Bank of Nova Scotia ￭No periodic interest payments In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuringthe Notes” ￭Limited secondary market liquidity, with no exchange listing ￭The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured orguaranteed by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”),or any other governmental agency of Canada, the United States or any other jurisdiction The notes are being issued by The Bank of Nova Scotia (“BNS”). There are important differences between the notes and a conventionaldebt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-6 of this termsheet, “Additional Risk Factors” on page TS-7 of this term sheet and “Risk Factors” beginning on page PS-7 of product supplement The initial estimated value of the notes as of the pricing date is $9.67 per unit, which is less than the public offering price listed below.See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of this term sheet and “Structuring the Notes” on page TS-13 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy._________________________ None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approvedor disapproved of these notes or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary isa criminal offense. Autocallable Strategic Accelerated Redemption SecuritiesLinked to the Russell 2000®Index due January 26, 2029 Summary The Autocallable Strategic Accelerated Redemption Securities®Linked to the Russell 2000®Index due January 26, 2029 (the “notes”) are oursenior unsecured debt securities. The notes are not guaranteed or insured by the CDIC or the FDIC, and are not, either directly or indirectly, anobligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus).The notes will rank equally with all ofour other unsecured senior debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit riskof BNS.The notes will be automatically called at the applicable Call Amount if the Observation Level of the Market Measure, which is the Russell 2000®Index (the “Index”), on any Observation Date is equal to or greater than the Call Level. If the notes are not called, at maturity, if the EndingValue is less than the Threshold Value, you will lose all or a portion of the principal amount of your notes. Payments on the notes will be calculatedbased on the $10 principal amount per unit and will depend on the performance of the Index, subject to our credit risk. See “Terms of the Notes” The economic terms of the notes (including the Call Premiums and Call Amounts) are based on our internal funding rate, which is the rate wewould pay to borrow funds through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements. Ourinternal funding rate is typically lower than the rate we would pay when we issue conventional fixed rate debt securities. This difference in fundingrate, as well as the underwriting discount and the hedging related charge described below, reduced the economic terms of the notes to you and On the cover page of this term sheet, we have provided the initial estimated value for the notes. The initial estimated value was determined byreference to our internal pricing models, which take into consideration certain factors, such as our internal funding rate on the pricing date and ourassumptions about market parameters. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Payment Determination Terms of the Notes Autocallable Strategic Accelerated Redemption Securities The terms and risks of the notes are contained in this term sheet and in the following: ￭Product supplement EQUITY STR-1 dated November 8, 2024:http://www.sec.gov/Archives/edgar/data/9631/000183988224038321/bns_424b2-21312.htm￭Prospectus supplement dated November 8, 2024:http://www.sec.gov/Archives/edgar/data/9631/000183988224038303/bns_424b3-21311.htm￭Prospectus dated November 8, 2024: These documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may,without cost, be accessed on the SEC website